Richards

I. BACKGROUND

16 Plaintiff Albert Richards purchased two identical Convertible Promissory Notes (the 17 “Notes”) in the amount of $250,000 each from Centripetal Networks, Inc. FAC ¶¶ 8–9. The 18 Notes guaranteed Plaintiff the option to convert his outstanding principal and interest into shares 19 of the company upon “any sale and issuance of equity securities” by Centripetal. FAC at 1. 20 Plaintiff alleges that from 2016 through 2019, Centripetal sold and issued different “equity 21 securities” without providing notice to Plaintiff as required in the Notes. Id. 22 In October 2019, the parties reached a settlement agreement in which Centripetal paid the 23 balance on the Notes and Plaintiff relinquished his conversion rights. Id. at 2. In the Settlement 24 Agreement, Defendants represented that “no equity securities have been issued that would give 25 rise to the Creditor’s option to convert” under the Notes. Id.; Id., Ex. S at 2. The Settlement 26 Agreement also provided that Plaintiff “acknowledges and agrees that the issuance by Centripetal 27 1 of common options and/or warrants do [sic] not constitute a Next Non-03 Round2 and the issuance 2 of any such options or…